UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 11, 1996
Southern National Corporation
(Exact name of registrant as specified in its charter)
Commission file number : 1-10853
North Carolina 56-0939887
(State of incorporation) (I.R.S. Employer Identification No.)
200 West Second Street
Winston-Salem, North Carolina 27101
(Address of principal executive offices) (Zip Code)
(910) 733-2000
(Registrant's telephone number, including area code)
This Form 8-K has 5 pages. The sequential numbering of the pages is
indicated in the lower center.
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ITEM 5. OTHER EVENTS
The purpose of this Current Report on Form 8-K is to file Southern
National Corporation's announcement to repurchase shares for Fidelity Financial
Bankshares to be accounted for as a purchase, instead of a pooling of
interests as originally announced.
EXHIBIT INDEX
Exhibit 99.1 Press release issued October 11, 1996
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October 11, 1996
FOR IMMEDIATE RELEASE
Contacts:
ANALYSTS MEDIA
B. Gloyden Stewart, Jr. Scott E. Reed Bob Denham
Senior Vice President Senior Executive Vice President Vice President
Investor Relations Chief Financial Officer Public Relations
(919) 246-4219 (910) 733-3088 (910) 733-2202
Southern National to repurchase shares
for Fidelity Financial Bankshares transaction
WINSTON-SALEM, N.C. -- Acting under authority previously granted by the
Board of Directors, Southern National Corporation (NYSE: SNB) announced today
that it intends to repurchase shares of its common stock for reissue in
connection with the proposed acquisition of Fidelity Financial Bankshares
Corporation of Richmond, Va.
Repurchase of the shares should allow Southern National to manage its
capital position more effectively and enhance future earnings per share. As a
result of the repurchase, the acquisition of Fidelity Financial will be
accounted for as a purchase, instead of a pooling of interests as originally
announced.
Under terms of the agreement with Fidelity Financial, Southern National
currently anticipates issuing between 1.7 million and 2.1 million shares to
effect the transaction. The exact number of shares to be issued in connection
with the merger is dependent upon adjustment to the exchange ratio as provided
in the agreement.
MORE
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Fidelity Financial, with $321 million in assets, operates seven branches
in the Richmond metropolitan area through its subsidiary, Fidelity Federal
Savings Bank.
Southern National, the seventh largest bank holding company in the
Southeast with $21.1 billion in assets, operates 425 branches in 219 cities
and towns through its banking subsidiaries in North Carolina, South Carolina
and Virginia.
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S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
SOUTHERN NATIONAL CORPORATION
(Registrant)
By: /S/ SHERRY A. KELLETT
Sherry A. Kellett
Executive Vice President and Controller
(Principal Accounting Officer)
Date: October 11, 1996
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